Form 425 - Prospectuses and communications, business combinations
10 May 2024 - 10:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 9, 2024
10X
CAPITAL VENTURE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
Cayman
Islands |
|
001-41216 |
|
98-1611637 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1
World Trade Center, 85th Floor |
|
|
New
York, New York |
|
10007 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(212)
257-0069 |
(Registrant’s
telephone number, including area code) |
|
Not
Applicable |
(Former
name or former address, if changed since last report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one Class A ordinary share, par value $0.0001, and one-half of one redeemable warrant |
|
VCXB.U |
|
NYSE
American LLC |
Class
A ordinary shares, par value $0.0001 per share |
|
VCXB |
|
NYSE
American LLC |
Warrants,
each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share |
|
VCXB
WS |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01. Other Events.
As
previously disclosed, on October 12, 2023, 10X Capital Venture Acquisition Corp. III, a Cayman Islands exempted company (“10X III”)
held an extraordinary general meeting of shareholders, at which 10X III’s shareholders approved, by special resolution, the proposal
to amend 10X III’s Second Amended and Restated Memorandum and Articles of Association to extend the date by which 10X III must
(1) consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial
business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such initial business
combination, and (3) redeem all of the Class A ordinary shares, par value $0.0001 per share, included as part of the units sold in its
initial public offering, from October 14, 2023 to January 14, 2024 (the “Extended Date”) and to allow the board
of directors of 10X III (the “Board”), without another shareholder vote, to elect to further extend the date to consummate
an initial business combination after the Extended Date for up to six additional months, by one or more months each time, upon
two days’ advance notice prior to the applicable deadline, up to July 14, 2024, unless the closing of an initial business
combination should have occurred prior thereto. On January 9, 2024, the Board approved the extension of the date by which 10X III is
required to complete an initial business combination from January 14, 2024 until March 14, 2024. On March 11, 2024, the Board approved
the extension of the date by which 10X III is required to complete an initial business combination from March 14, 2024 until May 14,
2024.
On
May 9, 2024, the Board approved the extension of the date by which 10X III is required to complete an initial business combination from
May 14, 2024 until July 14, 2024 (the “Third Optional Extension”). This Current Report on Form 8-K constitutes notice to
shareholders of the Board’s approval of the Third Optional Extension.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
May 10, 2024
|
10X
CAPITAL VENTURE ACQUISITION CORP. III |
|
|
|
|
By: |
/s/
David Weisburd |
|
Name: |
David
Weisburd |
|
Title: |
Chief
Executive Officer |
2
10X Capital Venture Acqu... (AMEX:VCXB)
Historical Stock Chart
From Aug 2024 to Sep 2024
10X Capital Venture Acqu... (AMEX:VCXB)
Historical Stock Chart
From Sep 2023 to Sep 2024